Common use of Subsidiaries and Owners; Investment Companies Clause in Contracts

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrower (other than Crocs) and the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Borrower and each Subsidiary of the Borrower has good and valid title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than restrictions on transfer arising under securities laws applicable to securities generally) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940.

Subsidiaries and Owners; Investment Companies. As of the Closing Date, Schedule 6.1.2 states (i) the name of each of the each Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest Equity Interest in the each Borrower (other than Crocs) and Parent), the amount, percentage and type of such equity interest Equity Interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests Equity Interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Each Borrower and each Subsidiary of the such Borrower has good and valid title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than restrictions on transfer Liens that are Permitted Liens under clause (viii) of such definition or Liens arising under securities laws applicable to securities generallyby operation of Law that are Permitted Liens) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 19401940 and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states as of the Closing Date and as of each subsequent date that any updated Schedules are delivered pursuant to Section 6.2 [Updates to Schedule] hereof (i) the name of each of the Borrower’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an equity interest in the Borrower (other than Crocs) and Borrower, the amount, percentage and type of such equity interest (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “"Equity Interests”"). The Borrower and each Subsidiary of the Borrower has good and valid title to all All of the Subsidiary Equity Interests it purports that the Borrower and its Subsidiaries purport to own, own are free and clear in each case of any Lien (other than restrictions on transfer arising under securities laws applicable to securities generally) and all such Subsidiary Equity Interests have been validly issued, issued and are fully paid and nonassessable. None Neither the Borrower nor any of the Loan Parties or Subsidiaries of any Loan Party the Borrower is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 19401940 and shall not become such an "investment company" or under such "control."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the each Borrower (other than Crocs) and Parent Borrower, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Except as set forth on Schedule 6.1.2, the Borrower and each Subsidiary of the Borrower has good and valid marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than restrictions on transfer arising under securities laws applicable to securities generally) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or any other applicable Law or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 19401940 or any other applicable Law and shall not become such an “investment company” or under such “control.”

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type ownership of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrower Borrowers (other than Crocs) and the amount, percentage and type ownership of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Borrower Borrowers and each Subsidiary of the each Borrower has good and valid title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than restrictions on transfer arising under securities laws applicable to securities generally) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. No Loan Party has any equity investment in another entity not disclosed on Schedule 6.1.2. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 19401940 and shall not become such an “investment company” or under such “control”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the each Borrower (other than Crocs) and Parent Borrower, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the “Equity Interests”). The Except as set forth on Schedule 6.1.2, the Borrower and each Subsidiary of the Borrower has good and valid marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien (other than restrictions on transfer arising under securities laws applicable to securities generally) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 19401940 and shall not become such an “investment company” or under such “control.”